EX-4.3





 Exhibit 4.3 

Form of Warrant Certificate 

[FACE] 
 Number 

Warrants 
 THIS WARRANT
SHALL BE VOID IF NOT EXERCISED PRIOR TO 
 THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR 

IN THE WARRANT AGREEMENT DESCRIBED BELOW 

dMY Technology Group, Inc. II 

Incorporated Under the Laws of the State of Delaware 

CUSIP [●] 
 Warrant
Certificate 
 This Warrant Certificate certifies that [    ], or registered assigns, is the
registered holder of [    ] warrant(s) (the “Warrants” and each, a “Warrant”) to purchase shares of Class A common stock, $0.0001 par value
(“Class A Common Stock”), of dMY Technology Group, Inc. II, a Delaware corporation (the “Company”). Each Warrant entitles the holder, upon exercise during the period
set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and nonassessable shares of Class A Common Stock as set forth below, at the exercise price (the “Warrant Price”)
as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and
payment of the Warrant Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have
the meanings given to them in the Warrant Agreement. 
 Each whole Warrant is initially exercisable for one fully paid and non-assessable share of Class A Common Stock. Fractional shares shall not be issued upon exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest
in a share of Class A Common Stock, the Company shall, upon exercise, round down to the nearest whole number the number of shares of Class A Common Stock to be issued to the Warrant holder. The number of shares of Class A Common Stock
issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement. 

The initial Warrant Price per share of Class A Common Stock for any Warrant is equal to $11.50 per share. The Warrant Price is subject to
adjustment upon the occurrence of certain events as set forth in the Warrant Agreement. 
 Subject to the conditions set forth in the
Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period, such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set
forth in the Warrant Agreement. 
 Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse
hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place. 












 This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as
such term is used in the Warrant Agreement. This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York. 

 

			
	 DMY TECHNOLOGY GROUP, INC. II

		
	 By:
	 	  

	 	 	Name:
	 	 	Title: Authorized Signatory


  

			
	 CONTINENTAL STOCK TRANSFER & TRUST

COMPANY,

as Warrant Agent

		
	 By:
	 	  

	 	 	Name:
	 	 	Title:














 [Form of Warrant Certificate] 

[Reverse] 
 The Warrants
evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive [    ] shares of Class A Common Stock and are issued or to be issued pursuant to a Warrant
Agreement dated as of [            ], 2020 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust
Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the
rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered Holders or
Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings
given to them in the Warrant Agreement. 
 Warrants may be exercised at any time during the Exercise Period set forth in the Warrant
Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed and executed, together with payment of the
Warrant Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of
Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of
Warrants not exercised. 
 Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised
unless at the time of exercise (i) a registration statement covering the issuance of the shares of Class A Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to the
shares of Class A Common Stock is current, except through “cashless exercise” as provided for in the Warrant Agreement. 

The Warrant Agreement provides that upon the occurrence of certain events the number of shares of Class A Common Stock issuable upon
exercise of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest in a share of Class A Common Stock, the
Company shall, upon exercise, round down to the nearest whole number of shares of Class A Common Stock to be issued to the holder of the Warrant. 

Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person
or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or
Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants. 
 Upon due presentation for registration of
transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for
this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith. 

The Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate
(notwithstanding any notation of ownership or other writing 












 
hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be
affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company. 












 Election to Purchase 

(To Be Executed Upon Exercise of Warrant) 

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive
[    ] shares of Class A Common Stock and herewith tenders payment for such shares of Class A Common Stock to the order of dMY Technology Group, Inc. II (the “Company”) in the amount of
$[    ] in accordance with the terms hereof. The undersigned requests that a certificate for such shares of Class A Common Stock be registered in the name of
[                    ], whose address is
[                    ] and that such shares of Class A Common Stock be delivered to
[                    ] whose address is
[                    ]. If said
[                    ] number of shares of Class A Common Stock is less than all of the shares of Class A Common Stock purchasable
hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Class A Common Stock be registered in the name of
[                    ], whose address is
[                    ] and that such Warrant Certificate be delivered to
[                    ], whose address is
[                    ]. 
 In the event
that the Warrant has been called for redemption by the Company pursuant to Section 6.2 of the Warrant Agreement and a holder thereof elects to exercise its Warrant pursuant to a Make-Whole Exercise, the number of shares of
Class A Common Stock that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) or Section 6.2 of the Warrant Agreement, as applicable. 

In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection
3.3.1(c) of the Warrant Agreement, the number of shares of Class A Common Stock that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. 

In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the
Warrant Agreement, the number of shares of Class A Common Stock that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. 

In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number
of shares of Class A Common Stock that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete
the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive shares of Class A Common Stock. If said
number of shares is less than all of the shares of Class A Common Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such
shares of Class A Common Stock be registered in the name of [                    ], whose address is
[                    ] and that such Warrant Certificate be delivered to
[                    ], whose address is
[                    ]. 
 [Signature
Page Follows] 












 Date: [            ], 20 

 

					
		  	(Signature)	  	
			
		  	 (Address)
  
	  	
		  	(Tax Identification Number)	  	
	 Signature Guaranteed:
  
	  		  	

 THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).